IN-PLANT STORE PRODUCT SALES AGREEMENT

This Agreement is entered into on , 2009 between Avnet Electronics Marketing, a group of Avnet, Inc., 2211 South 47th Street, Phoenix, Arizona 85034 (“Avnet”) and , a corporation with offices at (“Buyer”).

1. Scope. Buyer’s orders and purchases of Products from Avnet will be governed by Avnet’s Terms and Conditions, which appear on Avnet’s quotations, packing slips, invoices and at the following website: www.em.avnet.com. Avnet’s Terms and Conditions are incorporated into and form a part of this Agreement as if set forth at length herein. If Buyer requests materials handling or other services from Avnet and Avnet agrees to perform such services for Buyer, the parties will enter into a separate Addendum to this Agreement with respect to such services. Supplementing and forming a part of this Agreement will be written Scope of Services executed by the parties to identify Products, quantities, current prices, estimated delivery dates, forecast requirements and other applicable terms, all of which are subject to Avnet’s Terms and Conditions.

2. In-Plant Store. Buyer, at its expense, will provide for Avnet’s exclusive use a fully enclosed, secure and lockable facility (“In-Plant Store”) within Buyer’s facility identified in the Scope of Services Schedule attached hereto (“Buyer’s Facility”). The In-Plant Store will contain suitable improvements, floor space, racking, utilities and services and meet all legal requirements applicable to occupancy by Avnet’s personnel and Avnet’s storing and handling Products, including all applicable environmental and electro- static discharge requirements. Buyer, at its expense, will provide the following to the In-Plant Store: (i) telecommunications service and equipment for Avnet's telephone and data communications requirements; (ii) lighting and electric service; (iii) heating, ventilation and air-conditioning; (iv) lavatories, drinking fountains and similar facilities for Avnet’s personnel; (v) repairs and maintenance (other than customary cleaning); and (vi) any other services required for Avnet's operation of the In-Plant Store. Buyer’s access to the In-Plant Store for inspection, repair and maintenance will be at mutually acceptable times and in a manner which assures the security of the In-Plant Store. Avnet will have access to the In-Plant Store during normal business hours and at all other times on reasonable advance notice. This Addendum will not be construed to create a landlord tenant relationship.

3. In-Plant Store Inventory. All shipments of Products to the In-Plant Store shall be F.O.B. Buyer’s facility with all surface transportation charges paid by Seller. Selection of the carrier and delivery route shall be made by Seller. Except for loss or damage to the Products directly resulting from Seller’s negligence, risk of loss for Products shall pass to Buyer upon delivery of the Products to the Buyer facility. Buyer will be deemed to have purchased the Products form the In-Plant Store Inventory and title to the Products shall thereupon pass to Buyer when the Products are issued to the Buyer from the In-Plant Store. If at the end of any sixty (60) day forecast period the quantity of Standard Products forecast to be required for such period is in excess of the quantity requested for delivery for such period, then Avnet will have the right to remove such excess quantity from In-Plant Store Inventory and restore same to Avnet’s inventory. If at the end of any sixty (60) day forecast period the quantity of Non-Standard Products forecast to be required for such period is in excess of the quantity purchased for such period, then Buyer will accept immediate delivery of such excess quantity and Buyer will be liable to purchase and pay for same. All freight charges associated with the return of Products in In-Plant Store Inventory plus any applicable restocking charge will be paid by Buyer. Products designated as Non-Standard Products are non-returnable. Products which are returnable will be returned in unused, factory-shipped condition, with seals intact, within the expiration date, if any, and in original manufacturer’s shipping cartons complete with all packaging material. Buyer will purchase Products from In-Plant Store Inventory as and when required and Buyer will not purchase Products from other sources if such Products are available from In-Plant Store Inventory. Ownership and title to Products in In-Plant Store Inventory will remain with Avnet. Buyer will not cause or permit any lien, levy, attachment or judicial process to be imposed on the In-Plant Store Inventory and Buyer will give Avnet immediate notice if any is imposed. Buyer will be deemed to have purchased the Products upon delivery from the In-Plant Store. Avnet reserves the right at any time to remove any or all Products from the In-Plant Store.

4. In-Plant Store Operations. Avnet, at its expense, will provide personnel to staff the In-Plant Store during Buyer's normal business hours, Monday through Friday, except for holidays observed by Buyer or Avnet, and subject to occurrences beyond Avnet's reasonable control including, but not limited to, illness of personnel. Avnet’s personnel staffing the In-Plant Store will be compensated by Avnet and will not be deemed employees or agents of Buyer. Avnet will pay for its telephone service outside of Buyer’s Facility, its

CONFIDENTIAL PRODUCT SALES AGREEMENT (Revised 11-1-02) Page 1 of 3 data processing terminal and equipment charges, and (except as provided by Buyer) any additional equipment, furniture or trade fixtures necessary for Avnet's use and operation of the In-Plant Store. Avnet will keep the In-Plant Store reasonably clean and orderly. Avnet will not make alterations or improvements in or to the In-Plant Store without Buyer’s prior approval. Avnet will cooperate with Buyer to enforce Buyer's reasonable rules and regulations relating to security and safety as applicable to Avnet's personnel at the In- Plant Store.

5. Insurance. Avnet, at its expense, will obtain and keep in force during the term of this Agreement a policy of fire and extended coverage insurance with an all risk endorsement insuring against loss or damage to the Products in the amount of the full replacement cost thereof. Buyer, at its expense, will obtain and keep in force during the term of this agreement a policy of fire and extended coverage insurance with an all risk endorsement insuring against loss or damage to the In-Plant Store and the facility of which it is a part in the amount of the full replacement cost thereof. Each party, at its respective cost and expense, will obtain and keep in force during the term of this agreement: (i) workers' compensation insurance and disability insurance in statutory form and amounts; (ii) commercial general liability insurance covering bodily injury, death and property damage arising out of Avnet's use and operation of the In-Plant Store with a combined single limit of one million dollars ($1,000,000); and (iii) employee fidelity insurance. Such insurance will: (i) name the other party as an additional insured; (ii) be written on an occurrence basis as a primary policy by insurance companies reasonably acceptable to the other party; and (iii) will provide for thirty (30) days notice to the other party in the event of cancellation or material change. Insurance covering real or personal property of either party will be for the sole benefit of such party and will be under its sole control. Certificates issued by the insurer evidencing such policies will be delivered to the other party prior to the delivery of any Products to the In-Plant Store and thereafter at least ten (10) days prior to the expiration or renewal of such policies. The amount and coverage of such insurance will not limit the liability nor relieve the insured party of any obligation under this Agreement. Avnet and Buyer each hereby waives any claim which each may have against the other with respect to any damage or injury incurred or suffered by the other to the extent that such injury or damage is covered by the other's insurance policies (or to the extent that such injury or damage should have been covered by insurance policies referenced hereunder); provided, however, that this release will be applicable and in force and effect only with respect to loss or damage occurring during such times as the releasor's policies will contain a clause or endorsement to the effect that any release will not adversely affect or impair said policies or prejudice the right of the releasor to recover thereunder. Each of the Buyer and Avnet agrees that it will request its insurance carriers to include in its policies such a clause or endorsement.

6. No Warranty Support from Supplier. Buyer understands and agrees that if the product manufacturer becomes insolvent or ceases to function as a going concern that the Products become AS-IS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE OF OR RESPECTING INFRINGEMENT.

7. Term and Termination. This Agreement is effective on the date set forth above and will continue until terminated. Either party may terminate this Agreement at any time without cause by giving thirty (30) days written notice to the other party. Either party may terminate this Agreement immediately for cause by giving written notice to the other party in the event the other party: (i) becomes insolvent or unable to meet its obligations as they become due or files or has filed against it a petition under the bankruptcy laws; or (ii) ceases to function as a going concern or to conduct its operations in the normal course of business; or (iii) assigns or transfers, either voluntarily or by operation of law, any rights or obligations under this Agreement without consent of the party seeking to terminate; or (iv) effects any material change in its management or ownership; or (v) fails to perform any obligation under this Agreement within ten (10) days after written notice thereof. This Agreement may also be terminated by Avnet for cause immediately by giving written notice to Buyer in the event Buyer: (i) fails to permit Avnet to access the In-Plant Store; or (ii) fails to permit Avnet to remove its property, including Products, from the In-Plant Store; or (iii) materially reduces its purchases from the In-Plant Store.

8. Effect of Termination. All obligations under this Agreement which by their nature extend beyond termination will survive termination and remain in effect, including without limitation: (i) all monetary obligations of either party to the other under this Agreement; and (ii) Buyer’s obligation to complete the purchase and pay for all Products ordered under this Agreement. Upon termination of this Agreement, Avnet will have the right to remove any Products, equipment, trade fixtures or other property of Avnet from the In-Plant Store; in the event Buyer fails to permit Avnet to do so, any such Products, equipment, trade CONFIDENTIAL PRODUCT SALES AGREEMENT (Revised 11-1-02) Page 2 of 3 fixtures or other property will be deemed converted and Avnet will have all rights and remedies of an owner to recover possession of its property under applicable Federal and state law, all of which rights and remedies will be cumulative and may be exercised successively or concurrently. The foregoing is without limitation or waiver of any other rights or remedies available to Avnet. Buyer agrees to pay the reasonable attorney's fees and expenses incurred by Avnet in exercising its rights or remedies hereunder. Notwithstanding termination of this Agreement, Buyer will be liable to purchase and pay for all Non-Standard Products ordered for In-Plant Store Inventory. All freight charges associated with any returns or recovery will be paid by Buyer.

9. Notices. Any notices given under this Agreement will be sent by certified or registered mail, return receipt requested, or by recognized overnight courier, to the party to be notified at its address set forth above. Notices to Avnet will be sent to the attention of: Director of Customer Contracts

10. General. (a) Relationship of Parties. Avnet and Buyer are independent contractors. Neither Avnet nor Buyer will be considered an agent of the other for any purpose and nothing in this Agreement will be construed to allow either party to make any representation or warranty on behalf of the other. (b) Confidentiality. The terms of this Agreement are proprietary and confidential. Neither party will disclose the terms of this Agreement except as required to perform their obligations hereunder. (c) Defined Terms. As used herein, “Agreement” will mean this Agreement and any exhibits, schedules and addenda governed by this Agreement. Orders for special, custom, value-added and other non-standard Products, including Products to be assembled in kit form, Products of manufacturers which do not appear on Seller’s line card, work-in-process and Products otherwise identified by Seller as “NCNR” or “Non-Cancelable and Non-Returnable” ("Non-Standard Products") shall be non-cancelable and non- returnable. Other terms will have the meanings given to those terms in Avnet’s Terms and Conditions unless the context otherwise requires. (d) Title and Risk of Loss. All shipments by Seller are F.O.B. point of origin and all transportation charges shall be paid by Seller. Delivery of the Products to the carrier shall constitute delivery to Buyer and risk of loss shall thereupon pass to Buyer. Ownership and title to Products in In-Plant Store Inventory will remain with Avnet. Buyer will not cause or permit any lien, levy, attachment or judicial process to be imposed on the In-Plant Store Inventory and Buyer will give Avnet immediate notice if any is imposed. Buyer will be deemed to have purchased the Products upon delivery from the In-Plant Store. Avnet reserves the right at any time to remove any or all Products from the In-Plant Store. (e) Order of Precedence. If there is any inconsistency between this Agreement, the Scope of Work, and Avnet’s Terms and Conditions, the Order of Precedence shall be this Agreement, followed by Terms and Conditions and then the Scope of Work. (f) Entire Agreement. This Agreement contains the entire understanding of the parties and supersedes all prior agreements between the parties with respect to the subject matter hereof. Changes to this Agreement must be in writing and signed by duly authorized representatives of the parties. The Agreement as amended by the Scope of Service contains the entire understanding of the parties and supersedes all prior agreements between the parties with respect to the subject matter hereof Changes to the Scope of Service must be in writing and signed by duly authorized representatives of the parties.

This Agreement is duly executed as of the date first set forth above. The parties represent and warrant the persons signing below are expressly invested with the requisite authority to bind their respective corporations in such matters.

Avnet Electronics Marketing, a group of Avnet, Inc.

By: By: Name: Tracy Ouellette Name: Title: Contract Manager Title: Date: Date:

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